ex10-1.htm


    Exhibit 10.1

    
      
        Stock   Purchase   Agreement

        


        THIS STOCK PURCHASE AGREEMENT
(this “Agreement”) is made effective as of
the 18th day of June 2008, by and among Arthur A. Goes, an individual (the
“Seller”),
Desk Flex, Inc. (“Desk
Flex”), an Illinois corporation, Professional Resource Management, Inc. ,
an Illinois corporation (“Professional
Resource” and collectively with Desk Flex, the “Companies”),
and Epazz, Inc., an Illinois corporation (being herein referred to as “Purchaser”), each sometimes referred
to herein as a “Party”
and collectively the “Parties.”

        


        PRELIMINARY
STATEMENTS

        


        
          	
                   
      

                	
                  A.

                	
                  Seller
      is the sole shareholder of each of the
  Companies.

                


        

        


        
          	
                   
      

                	
                  B.

                	
                  On
      or around February 25, 2008, the Parties entered into a Letter of Intent
      (“LOI”), pursuant to which Purchaser agreed to purchase all of the
      outstanding stock of the Companies, which LOI is revised and amended by
      the terms and conditions of this
Agreement.

                


        

        


        
          	
                   
      

                	
                  C.

                	
                  Seller
      is willing to sell 2,000 shares of common stock of Desk Flex (the “Desk
      Flex Stock”) and 1,000 shares of common stock of Professional
      Resource (the “Professional
      Resource Stock” and collectively the “Common
      Stock”) to the Purchaser, on the terms, provisions and conditions
      set forth herein.

                


        

        


        NOW, THEREFORE, in
consideration of the mutual agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Seller and Purchaser do hereby agree as follows:

        


        ARTICLE
I

        


        Purchase and Sale of the
Common Stock

        


        Section 1.01.    Purchase and
Sale.   On the Closing Date (as defined below) and upon the
terms and subject to the conditions set forth herein, the Seller shall deliver
the Common Stock of the Companies to the Purchaser free and clear of all liens,
and Purchaser shall purchase the Common Stock from the Seller in accordance with
Section 1.02 below.

        


        Section 1.02.    Purchase
Price.   The purchase price (the “Purchase
Price”) for the
Common Stock shall be $445,000 payable as follows:

        


        
          	
                   
      

                	
                  (a)

                	
                  Seller
      shall retain the $10,000 originally paid by Purchaser in connection with
      the Parties entry into the LOI;

                


        

        
          	
                   
      

                	
                  (b)

                	
                  Purchaser
      shall pay Seller $210,000 in cash at Closing (the “Cash
      Consideration”); and

                


        

        
          	
                   
      

                	
                  (c)

                	
                  Purchaser
      shall provide Seller with a Promissory Note in the amount of $225,000,
      which shall bear interest at the rate of 7% per annum and shall be
      evidenced by the Promissory Note attached hereto as Exhibit A (the “Note”).

                


        

        


      

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

      Section 1.03.  Note.  The
Note shall be secured by a Uniform Commercial Code Security Interest filing, to
be filed by the Seller, at the Seller’s expense, which shall provide for Seller
to maintain a security interest over all of the Companies’ tangible and
intangible assets, and the outstanding stock of both of the Companies (the
“Security
Interest”).  The Purchaser agrees to sign whatever documents
reasonably necessary for Seller to perfect the Security Interest.

      


      


      Section 1.03.      Time and Place of
Closing.  Subject to the satisfaction or waiver of the
conditions herein, the closing (the “Closing”) of the transactions
contemplated by this Agreement shall take place on or before June 18, 2008 or at such time, date or place as the Seller and Purchaser may
agree (the “Closing
Date”).

      


      Section
1.04.               Delivery of the Common
Stock; Payment of Purchase Price.  At Closing:  (a) the
Seller shall deliver to the Purchaser the certificates representing the Common
Stock, duly endorsed in blank or accompanied by stock powers duly endorsed in
blank, with all taxes attributable to the transfer and sale of the Common Stock
paid by the Seller; and (b) the Purchaser shall deliver to the Seller the Cash
Consideration and an executed Note in accordance with Section 1.02.

       

      ARTICLE
II

      


      Representations and
Warranties of Seller and the Companies

      


      Subject to all of the terms, conditions
and provisions of this Agreement, the Seller and the Companies hereby represent
and warrant to Purchaser, as of the date hereof and as of the Closing, as
follows:

      


      Section
2.01.              
Organization and
Qualification.  The Companies are Illinois corporations duly
organized, validly existing and in good standing under the laws of the State of
Illinois.  The Companies have all requisite power and authority,
corporate or otherwise, to own, lease and operate their assets and properties
and to carry on their business as now being conducted.  Neither of the
Companies have any subsidiaries or predecessor corporations.

      


      Section
2.02.              
Capitalization of the
Companies; Title to the Common Stock.  There are 10,000_shares
of common stock authorized of Desk Flex, of which 2,000 shares of common stock
are issued and outstanding, which shares are solely held by Seller, and
100,000_shares of common stock,  $no par value per share authorized of
Professional Resource, of which 1,000 shares of common stock are issued and
outstanding, which shares are solely held by Seller.  A true and
correct copy of each of the Company’s Articles of Incorporation is attached
hereto as Exhibit B
and C. All of the outstanding shares of common stock of each of the
Companies have been duly authorized and validly issued, are fully paid and
nonassessable and are free of preemptive rights.  The Common Stock
transferred by the Seller to Purchaser will be free and clear of
liens.  There are no outstanding or authorized subscriptions, options,
warrants, calls, rights or other similar contracts, including rights of
conversion or exchange under any outstanding debt or equity security or other
contract, to which any of the Common Stock will be subject or obligating the
Seller and/or either of the Companies to issue, deliver or sell, or cause to be
issued, delivered or sold, any other shares of capital stock of either of the
Companies or any other debt or equity securities convertible into or evidencing
the right to subscribe for any such shares of capital stock or obligating the
Seller and/or the Companies to grant,
extend or enter into any such contract.  There are no voting trusts,
proxies or other contracts to which Seller and/or either of the Companies is a
party or is bound with respect to the voting of any shares of capital stock of
the Companies.  The Seller has full legal right to sell, assign and
transfer the Common Stock to Purchaser and will, upon payment for the Common
Stock and delivery to Purchaser of a certificate or certificates representing
the Common Stock, transfer good and indefeasible title to the Common Stock to
Purchaser, free and clear of liens.

       

       

       

       

       

       

       

      
        
          
          

        

        
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      Section
2.03.            
Authority.  The
Seller has all requisite power and authority, corporate or otherwise, to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby and thereby.  The Seller and the Companies have duly and
validly executed and delivered this Agreement and will, on or prior to the
Closing, execute, such other documents as may be required hereunder and,
assuming the due authorization, execution and delivery of this Agreement by the
parties hereto and thereto, this Agreement constitutes, the legal, valid and
binding obligation of the Seller and the Companies, as applicable, enforceable
against the Seller and the Companies, as applicable, in accordance with its
terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and general equitable principles.

      


      Section
2.04.              
No
Conflict.  The execution and delivery by the Seller and the
Companies of this Agreement and the consummation of the transactions
contemplated hereby and thereby, do not and will not, by the lapse of time, the
giving of notice or otherwise:  (a) constitute a violation of any law;
(b) constitute a breach or violation of any provision contained in the Articles
of Incorporation or Bylaws of the Companies; (c) constitute a breach of any
provision contained in, or a default under, any governmental approval, any writ,
injunction, order, judgment or decree of any governmental authority or any
contract to which the Seller and/or the Companies are a party; or (d) result in
or require the creation of any lien upon the Common Stock.

      


      Section
2.05.               Consents and
Approvals.  No governmental approvals and no notifications,
filings or registrations to or with any governmental authority or any other
person is or will be necessary for the valid execution and delivery by the
Seller and/or the Companies of this Agreement or the consummation of the
transactions contemplated hereby or thereby, or the enforceability hereof or
thereof, other than those which have been obtained or made and are in full force
and effect.

      


      Section
2.06.              
Litigation.  There
are no claims pending or, to the knowledge of the Seller and the Companies,
threatened against or affecting the Companies or any of its assets, liabilities
and properties before or by any governmental authority or any other
person.  The Seller and the Companies have no knowledge of the basis
for any claim, which alone or in the aggregate:  (a) could reasonably
be expected to result in any liability with respect to either of the Companies;
or (b) seeks to restrain or enjoin the execution and delivery of this Agreement
or the consummation of any of the transactions contemplated hereby or
thereby.  There are no judgments or outstanding orders, injunctions,
decrees, stipulations or awards against either of the Companies or any of their
assets and properties.

      


      Section
2.07.              
Brokers, Finders and
Financial Advisors.  No broker, finder or financial advisor has
acted for Seller in connection with this Agreement or the transactions
contemplated hereby or thereby, and no broker, finder or financial advisor is
entitled to any broker’s, finder’s or financial
advisor’s fee or other commission in respect thereof based in any way on any
contract with Seller.

       

       

       

       

       

      
        
          
          

        

        
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      Section
2.08.              Disclosure.  The
schedules, documents, exhibits, reports, certificates and other written
statements and information furnished by or on behalf of Seller and/or the
Companies to the Purchaser do not contain any material misstatement of fact or,
to the knowledge of Seller and the Companies, omit to state a material fact
necessary in order to make the statements contained therein, in light of the
circumstances under which they were made, not misleading.  Seller and
the Companies have not withheld any fact known to them which has or is
reasonably likely to have a material adverse effect with respect to the
Companies, this Agreement or the transactions contemplated herein.

      


      Section
2.09.               Ownership.  The
Seller represents and warrants that he owns all of the shares of Common Stock of
the Companies that are subject to this Agreement, which shares of Common Stock
represent all of the outstanding securities of each of the
Companies.

      


      Section
2.10.               Change in Management of the
Companies.  Concurrently with the Closing, the Seller, who
currently serves as the sole officer and Director of each of the Companies
agrees to execute whatever documentation necessary to affect and reflect his
resignation as an officer and Director of each of the Companies and Shaun
Passley’s appointment as the sole officer and Director of each of the
Companies.  Furthermore, the Seller agrees to assist the Purchaser
with the change in the authorized signatories on the bank accounts of the
Companies and any other procedures necessary to affect the transfer of the
rights associated with the operations of the Companies from the Seller to the
Purchaser as is reasonably requested of Seller.

      


      


      Section 2.11  Liabilities: 
The Companies shall have those liabilities at Closing as identified in Schedule
2.11.  Seller shall be responsible for all liabilities of the
Companies at Closing that are not listed on Schedule 2.11.  Seller
shall be responsible for any and all pre-closing liabilities not identified in
Schedule  2.11 and shall indemnify the Purchaser against such
liabilities subsequent to the Parties entering into this Agreement and
subsequent to Closing.

      


      ARTICLE
III

      


      Representations and
Warranties of Purchaser

      


      Subject to all of the terms, conditions
and provisions of this Agreement, Purchaser hereby represents and warrants to
the Seller, as of the date hereof and as of the Closing, as
follows:

      


      Section
3.01.              
Authority.  Purchaser
has all requisite power and authority to execute and deliver this Agreement and
to consummate the transactions contemplated hereby and
thereby.  Purchaser has duly and validly executed and delivered this
Agreement and, assuming the due authorization, execution and delivery of this
Agreement by the other parties hereto and thereto, this Agreement constitutes
the legal, valid and binding obligation of Purchaser, enforceable against
Purchaser in accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ rights generally and general equitable
principles.

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
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      Section
3.02.             
No
Conflict.  The execution and delivery by Purchaser of this
Agreement and the consummation of the transactions contemplated hereby and
thereby do not and shall not, by the lapse of time, the giving of notice or
otherwise:  (a) constitute a violation of any law; or (b) constitute a
breach of any provision contained in, or a default under, any governmental
approval, any writ, injunction, order, judgment or decree of any governmental
authority or any contract to which Purchaser is a party or by which Purchaser is
bound or affected.

      


      Section
3.03.              
Consents and
Approvals. No governmental approvals and no notifications, filings or
registrations to or with any governmental authority or any other person is or
will be necessary for the valid execution and delivery by Purchaser of this
Agreement and the closing documents to which it is a party, or the consummation
of the transactions contemplated hereby or thereby, or the enforceability hereof
or thereof, other than those which have been obtained or made and are in full
force and effect.

      


      Section
3.04.               Litigation.  There
are no claims pending or, to the knowledge of Purchaser, threatened, and
Purchaser has no knowledge of the basis for any claim, which either alone or in
the aggregate, seeks to restrain or enjoin the execution and delivery of this
Agreement or the consummation of any of the transactions contemplated hereby or
thereby.  There are no judgments or outstanding orders, injunctions,
decrees, stipulations or awards against Purchaser which prohibits or restricts,
or could reasonably be expected to result in any delay of, the consummation of
the transactions contemplated by this Agreement.  Purchaser agrees to
indemnify and hold harmless the Seller and Companies against any and all costs,
judgments, fees or awards whatsoever associated with any proceedings, claims,
demands, or other actions made against the Companies for time periods prior to
Closing.

      


      Section
3.05.              
Brokers, Finders and
Financial Advisors.   No broker, finder or financial
advisor has acted for Purchaser in connection with this Agreement or the
transactions contemplated hereby or thereby, and no broker, finder or financial
advisor is entitled to any broker’s, finder’s or financial advisor’s fee or
other commission in respect thereof based in any way on any contract with
Purchaser.

      


      Section
3.06.               Restricted Common
Stock.  The Purchaser understands that the Seller nor the
Companies have registered the Common Stock under the Securities Act of 1933, as
amended (the “Act”) or the applicable securities laws of any state in reliance
on exemptions from registration.  The Purchaser further understands
that such exemptions depend upon the Purchaser’s investment intent at the time
the Purchaser acquires the Common Stock, the Purchaser therefore represents and
warrants that the Purchaser is purchasing the Common Stock for its own account
for investment and not with a view to distribution, assignment, resale or other
transfer of the Common Stock.  Except as specifically stated herein,
no other person has a direct or indirect beneficial interest in the Common
Stock.  Because the Common Stock shares are not registered, the
Purchaser is aware that it must hold the Common Stock indefinitely unless such
shares are registered under the Act and any applicable state securities laws or
it must obtain exemptions from such registration.

      


      Section
3.07.               Items Excluded From
Purchase.  The Purchaser agrees that the automobile and laptop
computer currently owned by the Companies and used by Seller shall be excluded
from the
Purchase and shall be retained by Seller at the Closing.  The
Purchaser agrees to disclaim any ownership to the automobile or laptop computer
following the Closing.

       

       

       

       

       

       

       

      
        
          
          

        

        
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      ARTICLE
IV

      


      Covenants

      


      Section
4.01.              
Further
Assurances.  Seller, the Companies and Purchaser agree that,
from time to time, whether before, at or after the Closing, each of them will
take such other action and to execute, acknowledge and deliver such contracts,
deeds, or other documents (a) as may be reasonably requested and necessary or
appropriate to carry out the purposes and intent of this Agreement; or (b) to
effect or evidence the transfer to the Purchaser of the Common Stock held by or
in the name of the Seller.

      


      Section
4.02.               Conduct of
Business.  Except as otherwise contemplated by this Agreement,
from the date of the Parties entry into the LOI, to immediately prior to the
Closing or earlier termination of this Agreement, unless Purchaser shall
otherwise agree in writing, the Companies shall

      


      (a)                
not take or perform any act or refrain from taking or performing any act which
would have resulted in a breach of the representations and warranties set forth
in Article II;

      


      (b)                
not enter into any agreement, or extend an existing agreement that will survive
after the Closing except in the normal conduct of business  such
as,  by way of example and not limiting,  license
agreements, maintenance agreements, pricing proposals, custom software sales
agreements, or equipment rentals;

      


      (c)                
not sell, pledge, lease, license or otherwise transfer any assets or properties
or make any payments or distributions to Seller or any of his
affiliates;

      


      (d)                
not include any liabilities, pledge, sell or dispose of any asset outside of the
ordinary course of business with a value greater than $5,000 (excluding accounts
receivable and inventory in the normal course of business);

      


      (e)                
not make any payments or distributions of assets or properties to Seller, the
Companies or its shareholders except for the automobile and laptop referred to
in Section 3.07; and

      


      (f)                
conduct their business only in the ordinary course, and shall not have paid any
bonus or salaries other than which were paid in the ordinary course and approved
prior to the Parties entry into the LOI.

      


      Prior to
the Closing, the Companies shall exercise, consistent with the terms and
conditions of this Agreement, complete control and supervision of their
operations.

       

       

       

       

       

      
        
          
          

        

        
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      Section
4.03.             
Public
Announcements.  Except as required by law, without the prior
written approval of the other party, neither Seller, the Companies nor Purchaser
will issue, or permit any agent or affiliate thereof to issue, any press release
or otherwise make or permit any agent or affiliate thereof to make, any public
statement or announcement with respect to this Agreement or the transactions
contemplated hereby and thereby.

      


      Section 4.04.  Consulting. 
After Closing, the Seller agrees to assist the Purchaser with the Companies for
a period of thirty (30) days for no consideration.

      


      


      ARTICLE
V

      


      Conditions

      


      Section
5.01.              
Conditions to
Obligations of each of the Parties.  The respective
obligations of each party to consummate the transactions contemplated hereby
shall be subject to the fulfillment at or prior to the Closing of the following
conditions: (a) no preliminary or permanent injunction or other order, decree or
ruling which prevents the consummation of the transactions contemplated by this
Agreement shall have been issued and remain in effect; (b) no claim shall have
been asserted, threatened or commenced and no law shall have been enacted,
promulgated or issued which would reasonably be expected to (i) prohibit the
purchase of, payment for or retention of the Common Stock by Purchaser or the
consummation of the transactions contemplated by this Agreement or (ii) make the
consummation of any such transactions illegal; and (c) all approvals legally
required for the consummation of the transactions contemplated by this Agreement
shall have been obtained and be in full force and effect at the
Closing.

      


      Section
5.02.              
Conditions to
Obligations of Seller.  The obligations of
Seller to consummate the transactions contemplated hereby shall be subject to
the fulfillment at or prior to the Closing Date of the following additional
conditions, except as Seller may waive in writing: (a) Purchaser shall have
complied with and performed in all material respects all of the terms,
covenants, agreements and conditions contained in this Agreement which are
required to be complied with and performed on or prior to Closing; and (b) the
representations and warranties of Purchaser in this Agreement shall have been
true and correct on the date hereof or thereof, as applicable, and such
representations and warranties shall be true and correct on and at the Closing
(except those, if any, expressly stated to be true and correct at an earlier
date), with the same force and effect as though such representations and
warranties had been made on and at the Closing.

      


      Section
5.03.              
Conditions to
Obligations of Purchaser.  The obligations of Purchaser to
consummate the transactions contemplated hereby shall be subject to the
fulfillment at or prior to Closing of the following additional conditions,
except as Purchaser may waive in writing: (a) the Seller and the Companies shall
have complied with and performed in all material respects all of the terms,
covenants, agreements and conditions contained in this Agreement which are
required to be complied with and performed on or prior to Closing; and (b) the
representations and warranties of Seller and the Companies in this Agreement
shall have been true and correct on the date hereof or thereof, as applicable,
and such representations and warranties shall be true and correct on and at the
Closing (except those, if any, expressly stated to be true and correct at an
earlier date), with the same
force and effect as though such representations and warranties had been made on
and at the Closing.

       

       

       

       

       

       

       

      
        
          
          

        

        
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      Section
5.04.               Lease.  Prior
to or contemporaneously with the Closing, the Purchaser shall continue the lease
on the same terms and conditions.

      


      Section
5.05.               Audited Financial
Statements.  Seller shall have obtained PCAOB audited financial
statements of the Companies prior to Closing, the cost of which shall be paid
solely by Purchaser.

      


      ARTICLE
VI

      


      Indemnification

      


      Section
6.01.               
Indemnification of
Seller.  Subject to the terms and conditions of this Article
VI, Purchaser agrees to indemnify, defend and hold harmless Seller, from and
against any and all claims, liabilities and losses which may be imposed on,
incurred by or asserted against, arising out of or resulting from, directly or
indirectly:

      


      (a)                
the inaccuracy of any representation or breach of any warranty of Purchaser
contained in or made pursuant to this Agreement which was not disclosed to
Seller in writing prior to the Closing; provided that no such
notification shall be deemed to waive or abrogate any right of Seller with
respect to conditions to Closing in Section 5.02;

      


      (b)                
the breach of any covenant or agreement of Purchaser contained in this
Agreement;

      


      (c)                
any claim to fees or costs for alleged services by a broker, agent, finder or
other person claiming to act in a similar capacity at the request of Purchaser
in connection with this Agreement; or

      


                     
(d)                 the
conduct of the business  of the companies after the date of
closing;

      


      provided, however, that
Purchaser shall not be liable for any portion of any claims, liabilities or
losses resulting from a material breach by Seller, of any of its obligations
under this Agreement or from Seller’s gross negligence, fraud or willful
misconduct.

      


      Section
6.02.               
Indemnification of
Purchaser.  Subject to the terms and conditions of this Article
VI, from and after the Closing, Seller agrees to indemnify, defend and hold
harmless the Purchaser, its respective affiliates, its respective present and
former directors, officers, shareholders, employees and agents and its
respective heirs, executors, administrators, successors and assigns (the “Purchaser
Indemnified Persons”), from and against any and all claims, liabilities
and losses which may be imposed on, incurred by or asserted against any
Purchaser Indemnified Person, arising out of or resulting from, directly or
indirectly:

      


      (a)                 the
inaccuracy of any representation or breach of any warranty of the Seller or the
Companies contained in or made pursuant to this Agreement which was not
disclosed to
Purchaser in writing prior to the Closing; provided that no such
notification shall be deemed to waive or abrogate any right of Purchaser with
respect to conditions to Closing in Section 5.03;

       

       

       

       

       

       

       

      
        
          
          

        

        
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      (b)                
the breach of any covenant or agreement of Seller or the Companies contained in
this Agreement;

      


      (c)                
the conduct of the business of the Companies prior to the Closing;
or

      


      (d)                any
claim to fees or costs for alleged services rendered by a broker, agent, finder
or other person claiming to act in a similar capacity at the request of the
Seller in connection with this Agreement;

      


      provided, however, that
Seller and the Companies shall not be liable for any portion of any claims,
liabilities or losses resulting from a material breach by Purchaser of its
obligations under this Agreement or from a Purchaser Indemnified Person’s gross
negligence, fraud or willful misconduct.

      Seller
shall conduct the defense of such claims. Purchaser agrees to immediately notify
Seller of any claims and to cooperate with Seller’s defense of the claims, at
Seller’s expense. Purchaser further agrees to retain all records of the
corporation, including but not limited to all contracts with customers effective
before the closing date so that the records may be available to Seller in
conduct of the defense against any such claims.

      


      Section
6.03:  Time Limit:  The indemnifications contained in
Section 6.01 and Section 6.02 will expire 2 years after Closing, with the
exception of copyright and patent infringement issues which will expire six
years after Closing.

      


      .

      ARTICLE
VII

      


      Miscellaneous

      


      Section 7.01.  Notices.  Any
and all notices, requests or other communications hereunder shall be given in
writing and delivered by: (a) regular, overnight or registered or certified mail
(return receipt requested), with first class postage prepaid; (b) hand delivery;
(c) facsimile transmission; or (d) overnight courier service, to the parties at
the following addresses or facsimile numbers:

      


      


      
        
          	 	
                  (i)
      if to Seller, to:

                	
                  Arthur
      A. Goes

                
	 	 
      	
                  949
      Topanga Drive

                
	 	 
      	
                  Palatine,
      IL 60074

                
	 	 
      	
                   

                
	 	 
      	 
      
	 	 
      	 
      
	 	
                  (ii)
      if to Purchaser, to:

                	
                  ____________________

                
	 	 
      	
                  ____________________

                
	 	 
      	
                  ____________________

                
	 	 
      	
                  ____________________

                


        

      

       

       

       

       

      
        
          
          

        

        
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                  (ii)  Copies
      to:

                	
                  The
      Loev Law Firm, PC

                
	 
      	 
      	
                  6300
      West Loop South, Suite 280,

                
	 
      	 
      	
                  Bellaire,
      Texas 77401

                
	 
      	 
      	
                  Telephone
      Number:  (713) 524-4110

                
	 
      	 
      	
                  Facsimile
      Number:  (713) 524-4122

                
	 
      	 
      	 
      
	 
      	 
      	
                  Pinderski
      & Pinderski LTD

                
	 
      	 
      	
                  115
      W. Colfax

                
	 
      	 
      	
                  Palatine,
      IL 60067

                
	 
      	 
      	
                  Telephone
      Number (847) 358-5220

                
	 
      	 
      	
                  Facsimile
      Number (8470 358-4506

                
	 
      	 
      	 
      


        

      

       

      
 

      


      


      or at
such other address or number as shall be designated by either of the parties in
a notice to the other party given in accordance with this Section
7.01.  Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given: (A) in the case of a
notice sent by regular or registered or certified mail, three business days
after it is duly deposited in the mails; (B) in the case of a notice delivered
by hand, when personally delivered; (C) in the case of a notice sent by
facsimile, upon transmission subject to telephone confirmation of receipt; and
(D) in the case of a notice sent by overnight mail or overnight courier service,
the next business day after such notice is mailed or delivered to such courier,
in each case given or addressed as aforesaid.

      


      Section
7.02.               Benefit and
Burden.  This Agreement shall inure to the benefit of, and
shall be binding upon, the parties hereto and their successors and permitted
assigns.

      


      Section
7.03.               No Third Party
Rights.  Nothing in this Agreement shall be deemed to create
any right in any creditor or other person not a party hereto (other than the
Purchaser Indemnified Persons) and this Agreement shall not be construed in any
respect to be a contract in whole or in part for the benefit of any third party
(other than the Purchaser Indemnified Persons).

      


      Section
7.04.               Amendments and
Waiver.  No amendment, modification, restatement or supplement
of this Agreement shall be valid unless the same is in writing and signed by the
parties hereto.  No waiver of any provision of this Agreement shall be
valid unless in writing and signed by the party against whom that waiver is
sought to be enforced.

      


      Section
7.05.               Assignments.  Purchaser
may assign any of its rights, interests and obligations under this Agreement and
must notify Seller in writing.

      


      Section
7.06.               Counterparts.  This
Agreement may be executed in counterparts and by the different parties in
separate counterparts, each of which when so executed shall be deemed an
original and all of which taken together shall constitute one and the same
agreement.

      


      Section
7.07.               Captions and
Headings.  The captions and headings contained in this
Agreement are inserted and included solely for convenience and shall not be
considered or given any effect in construing the provisions hereof if any
question of intent should arise.

       

       

       

       

       

      
        
          
          

        

        
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      Section
7.08.               Construction.  The
parties acknowledge that each of them has had the benefit of legal counsel of
its own choice and has been afforded an opportunity to review this Agreement
with its legal counsel and that this Agreement shall be construed as if jointly
drafted by the parties hereto.

      


      Section
7.09.               Severability.  Should
any clause, sentence, paragraph, subsection, Section or Article of this
Agreement be judicially declared to be invalid, unenforceable or void, such
decision will not have the effect of invalidating or voiding the remainder of
this Agreement, and the parties agree that the part or parts of this Agreement
so held to be invalid, unenforceable or void will be deemed to have been
stricken herefrom by the parties, and the remainder will have the same force and
effectiveness as if such stricken part or parts had never been included
herein.

      


      Section
7.10.               Effect of Facsimile and
Photocopied Signatures. This Agreement may be executed in several
counterparts, each of which is an original.  It shall not be necessary
in making proof of this Agreement or any counterpart hereof to produce or
account for any of the other counterparts.  A copy of this Agreement
signed by one party and faxed to another party shall be deemed to have been
executed and delivered by the signing party as though an original.  A
photocopy of this Agreement shall be effective as an original for all
purposes.

      


      Section
7.11.               Remedies.  The
parties agree that the covenants and obligations contained in this Agreement
relate to special, unique and extraordinary matters and that a violation of any
of the terms hereof or thereof would cause irreparable injury in an amount which
would be impossible to estimate or determine and for which any remedy at law
would be inadequate.  As such, the parties agree that if either party
fails or refuses to fulfill any of its obligations under this Agreement or to
make any payment or deliver any instrument required hereunder or thereunder,
then the other party shall have the remedy of specific performance, which remedy
shall be cumulative and nonexclusive and shall be in addition to any other
rights and remedies otherwise available under any other contract or at law or in
equity and to which such party might be entitled.

      


      Section
7.12.               Applicable
Law.  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS,
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.

      


      Section
7.13.               Submission to
Jurisdiction.  Each of the parties hereby: (a) irrevocably
submits to the non-exclusive personal jurisdiction of any Illinois court, over
any claim arising out of or relating to this Agreement and irrevocably agrees
that all such claims may be heard and determined in such Illinois court; and (b)
irrevocably waives, to the fullest extent permitted by applicable law, any
objection it may now or hereafter have to the laying of venue in any proceeding
brought in a Illinois court.

      


      Section
7.14.               Expenses; Prevailing Party
Costs.  The Seller, the Companies, and Purchaser shall pay
their own expenses incident to this Agreement and the transactions contemplated
hereby and thereby, including all legal and accounting fees and disbursements,
and Seller shall be solely liable for any and all expenses of the Seller and/or
the Companies which are incident to this Agreement and the transactions
contemplated hereby and thereby (other than customary general, administrative
and overhead expenses incurred in the ordinary course of
business).  Notwithstanding anything contained herein or therein to
the contrary, if any party commences an action against another party to enforce
any of the terms, covenants, conditions or provisions of this Agreement, or
because of a breach by a party of its obligations under this Agreement, the
prevailing party in any such action shall be entitled to recover its losses,
including reasonable attorneys’ fees, incurred in connection with the
prosecution or defense of such action, from the losing party.

       

       

       

       

       

       

       

      
        
          
          

        

        
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      Section
7.15.              Entire
Agreement.  This Agreement sets forth all of the promises,
agreements, conditions, understandings, warranties and representations among the
parties with respect to the transactions contemplated hereby and thereby, and
supersedes all prior agreements, arrangements and understandings between the
parties, whether written, oral or otherwise.

      


      


      


      [Remainder
of page left intentionally blank.  Signature page
follows.]

       

       

       

       

       

       

       

      
        
          
          

        

        
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      IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the day and year first above
written.

      


      
        
          	 
      	
                  “SELLER”

                
	 
      	 
      
	 
      	 
      
	 
      	
                  /s/
      Arthur A. Goes

                
	 
      	
                  Arthur
      A. Goes

                
	 
      	 
      
	 
      	
                  2,000 shares of
      common stock of

                
	 
      	
                  Desk
      Flex, Inc.

                
	 
      	 
      
	 
      	
                  1,000 shares of common stock
      of

                
	 
      	
                  Professional
      Resource, Inc.

                
	 
      	 
      
	 
      	
                  “DESK
      FLEX”

                
	 
      	 
      
	 
      	 
      
	 
      	
                  

                    /s/
      Arthur A. Goes

                  

                
	 	
                  Arthur
      A. Goes

                
	 
      	
                  President

                
	 
      	 
      
	 
      	 
      
	 
      	
                  “PROFESSIONAL
      RESOURCE

                
	 
      	
                  MANAGEMENT,
      INC.”

                
	 
      	 
      
	 
      	
                  

                    /s/
      Arthur A. Goes

                  

                
	 
      	
                  Arthur
      A. Goes

                
	 
      	
                  President

                
	 
      	 
      
	
                  “PURCHASER”

                	 
      
	 
      	 
      
	 
      	 
      
	
                  EPAZZ,
      INC.

                	 
      
	 
      	 
      
	 
      	 
      
	
                  /s/
      Shaun
      Passley            
      06/18/08

                	 
      
	
                  Shaun
      Passley

                	 
      
	
                  Chief
      Executive Officer

                	 
      


        

      

       

       

      
        
          
          

        

        
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